We hereby invite our shareholders to attend the shareholders’ meeting on Thursday May 15, 2008, at 10:00 a.m. to be held at the Kölnarena, Willy-Brandt-Platz 1, 50679 Cologne (Germany).
Agenda
1. Submissions to the shareholders’ meeting pursuant to § 176 (1) sentence 1 of the AktG (Aktiengesetz - German Stock Corporation Act).
2. Resolution on the appropriation of net income.
The Board of Management and the Supervisory Board propose the adoption of the following resolutions:
The net income of EUR 6,678,623,284.42 posted in the 2007 financial year shall be used as follows:
Payment of a dividend of EUR 0.78 per no par value share carrying dividend rights = EUR 3,385,545,190.56
and carry forward the remaining balance to unappropriated net income = EUR 3,293,078,093.86.
The above total dividend and the above remaining balance to be carried forward to unappropriated net income are based on the dividend-bearing capital stock of EUR 11,111,532,933.12 on February 11, 2008, on the day of the annual financial statements, divided up into 4,340,442,552 no par value shares.
The number of shares carrying dividend rights may change up to the date on which the vote on the resolution regarding the appropriation of net income is taken. In this case, a suitably amended motion for resolution regarding the appropriation of net income shall be submitted to the shareholders’ meeting if the payment of EUR 0.78 per no par value share carrying dividend rights remains unchanged. The adjustment shall be made as follows: If the number of shares carrying dividend rights and thus the total dividend decreases, the amount to be carried forward to unappropriated net income increases accordingly. If the number of shares carrying dividend rights and thus the total dividend increases, the amount to be carried forward to unappropriated net income decreases accordingly.
The dividend shall be paid out promptly following the shareholders’ meeting and, in all likelihood, as of May 16, 2008.
3. Resolution on the approval of the actions of the members of the Board of Management for the 2007 financial year.
4. Resolution on the approval of the actions of the members of the Supervisory Board for the 2007 financial year.
5. Resolution on the appointment of the independent auditor and the Group auditor for the 2008 financial year as well as the independent auditor to review the condensed financial statements and the interim management report pursuant to §§ 37w (5), 37y no. 2 of the German Securities Trading Act (WpHG).
6. Resolution authorizing the Corporation to purchase and use treasury shares with possible exclusion of subscription rights and any right to purchase.
7. Election of a Supervisory Board member. (Nominated by the Supervisory Board: Prof. Ulrich Lehner).
8. Election of a Supervisory Board member. (Nominated by the Supervisory Board: Mr. Hans Martin Bury).
9. Resolution on the approval of the control and profit and loss transfer agreement with Lambda Telekommunikationsdienste GmbH.
10. Resolution on the approval of the control and profit and loss transfer agreement with Omikron Telekommunikationsdienste GmbH.
11. Resolution on the approval of the control and profit and loss transfer agreement with Theta Telekommunikationsdienste GmbH.
12. Resolution on the approval of the control and profit and loss transfer agreement with Eta Telekommunikationsdienste GmbH.
13. Resolution on the approval of the control and profit and loss transfer agreement with Epsilon Telekommunikationsdienste GmbH.
14. Resolution on the approval of the control and profit and loss transfer agreement with Omega Telekommunikationsdienste GmbH.
15. Resolution on the approval of the control and profit and loss transfer agreement with Sigma Telekommunikationsdienste GmbH.
16. Resolution on the approval of the control and profit and loss transfer agreement with Kappa Telekommunikationsdienste GmbH.
17. Resolution on the amendment to § 13 (3) sentence 2 of the Articles of Incorporation.
